Sec Form 13D Filing - Decheng Capital China Life Sciences USD Fund III L.P. filing for ALPINE IMMUNE SCIENCES INC (ALPN) - 2021-09-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ALPINE IMMUNE SCIENCES, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

02083G100

(CUSIP Number)

Decheng Capital China Life Sciences USD Fund III, L.P.

Ugland House, PO Box 309, Grand Cayman

KY1-1104, Cayman Islands

+1- 345-949-8066

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 17, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

INTRODUCTION

This Amendment No. 2 (“Amendment No. 2”) supplements and amends the initial Schedule 13D originally filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on January 24, 2019, as amended by Amendment No. 1 thereto filed with the SEC on August, 3, 2020 (as so amended, the “Schedule 13D”). This Schedule 13D is being filed by Decheng Capital China Life Sciences USD Fund III, L.P., Decheng Capital Management III (Cayman), LLC and Xiangmin Cui to report the acquisition of common stock of Alpine Immune Sciences, Inc., as described in Item 3 below.

The class of equity securities to which this Schedule 13D relates is common stock, $0.001 par value per share (“Common Stock”) of Alpine Immune Sciences, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 188 East Blaine Street, Suite 200, Seattle, Washington 98102.

Pursuant to the terms of that certain Securities Purchase Agreement by and among the Issuer, the Fund and various other investors , dated January 15, 2019 (the “Securities Purchase Agreement”), the Fund purchased in a private placement 3,165,735 units representing (i) 3,165,735 shares of Common Stock (“Shares”), at a price of $5.37 per share and (ii) warrants (the “Warrants”) to acquire an aggregate of 1,234,636 shares of Common Stock at a price per share of $12.74 (the “2019 Private Placement”). The 2019 Private Placement closed on January 18, 2019. The aggregate purchase price of the Shares and the Warrants acquired by the Fund was $16,999,996.95.

The funds used by the Fund to acquire the securities described above were obtained from working capital contributed by its partners and members.

Pursuant to the Issuer’s non-employee director compensation policy, on January 18, 2019 Dr. Cui, as a new director on the Board of Directors of the Issuer (the “Board”), was granted stock options from the Issuer’s existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $5.70 per share (the “2019 Options”), on January 2, 2020 Dr. Cui was granted stock options to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $3.6233 per share (the “2020 Options”), and on January 5, 2021, Dr. Cui was granted stock options from the Issuer’s existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $13.45 per share (the “2021 Options”). The 2019 Options vest in 36 equal monthly installments commencing on January 18, 2019; 1/12th of the shares subject to the 2020 Options became vested and exercisable on February 2, 2020, with 1/12th of the shares subject to the 2020 Options vesting monthly thereafter; and 1/12th of the shares subject to the 2021 Options became vested and exercisable on February 4, 2021, with 1/12th of the shares subject to the 2021 Options vesting monthly thereafter. Dr. Cui beneficially owns 21,037 shares of Common Stock that may be acquired upon exercise of these options that are exercisable within 60 days of September 17, 2021.

On July 24, 2020, the Issuer entered into a securities purchase agreement (the “2020 Purchase Agreement”) for a private placement (the “2020 Private Placement”) with a select group of institutional investors. Pursuant to the 2020 Purchase Agreement, the investors agreed to purchase (a) 5,139,610 units representing (i) 5,139,610 Shares and (ii) warrants to purchase up to that number of additional shares of common stock equal to 30% of the number of Shares respectively purchased by each investor (rounded down to the nearest whole share) (the “Common Stock Warrants”) and (b) 790,710 units representing (i) prefunded warrants to purchase 790,710 Shares (the “Prefunded Warrants”) and (ii) Common Stock Warrants to purchase up to that number of additional shares of common stock equal to 30% of the number of shares of common stock underlying the Prefunded Warrants respectively purchased by each investor (rounded down to the nearest whole share). The Fund, the General Partner and Dr. Cui did not purchase any securities in the 2020 Private Placement.

On September 14, 2021, the Issuer entered into a securities purchase agreement (the “2021 Purchase Agreement”) for a private placement (the “2021 Private Placement”) with a select group of institutional investors. Pursuant to the 2021 Purchase Agreement, the investors agreed to purchase an aggregate of (a) 6,489,357 Shares and (b) Prefunded Warrants to purchase 3,191,487 shares of common stock. The aggregate purchase price of the Shares acquired by the Fund was $14,499,998.20. The funds used by the Fund to acquire the securities described above were obtained from working capital contributed by its partners and members.

On September 14, 2021, the Issuer entered into an exchange agreement (the “Exchange Agreement”) with an existing institutional investor, pursuant to which the Issuer agreed to exchange an aggregate of 1,200,000 Shares for Prefunded Warrants to purchase 1,200,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock). The Fund, the General Partner and Dr. Cui were not party to the Exchange Agreement.

The Fund agreed to purchase the Shares and the Warrants in the 2019 Private Placement, and the Shares in the 2021 Private Placement, for investment purposes with the aim of increasing the value of the

Issuer and its investment in the Issuer. In connection with the 2019 Private Placement, and as a condition thereof, Dr. Cui, the sole manager of the General Partner, joined the Board on January 18, 2019. As a director of the Issuer, Dr. Cui may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) set forth below in this Item 4.

Except as set forth herein and except that the Reporting Persons or any of their affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional shares of the Issuer’s common stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the common stock of the Issuer now owned or hereafter acquired by them in the open market, in privately negotiated transactions or otherwise, as of the date of this Schedule 13D, none of the Reporting Persons has any present plans which relate to or would result in:

Warrants

In the 2019 Private Placement, the Investors received Warrants to purchase an aggregate of 1,234,636 shares of Common Stock at an exercise price of $12.74 per share, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable at any time and expire on January 18, 2024. The foregoing description of the Warrants is qualified in its entirety by reference to the form of Warrant, which is filed as an exhibit to this Schedule and is incorporated by reference herein.

Registration Rights

In connection with the 2019 Private Placement, the Issuer has entered into a registration rights agreement (the “2019 Registration Rights Agreement”) with the investors in the 2019 Private Placement. Under the 2019 Registration Rights Agreement, the Issuer was required to register the resale of the Shares and the Common Stock issuable upon exercise of the Warrants issued in the 2019 Private Placement. The Issuer was required to prepare and file a registration statement (the “2019 Registration Statement”) with the Securities and Exchange Commission on the date on which the Issuer files its Annual Report on Form 10-K for the year ended December 31, 2018, and in any event no later than March 18, 2019 (the “Filing Deadline”), and to use commercially reasonable efforts to have the registration statement declared effective within 25 days of the Filing Deadline if there is no review by the Securities and Exchange Commission, and within 90 days of the Filing Deadline in the event of such review. The 2019 Registration Statement was filed with the Securities and Exchange Commission on March 18, 2019 to register the resale of up to 6,542,310 shares of the Issuer’s Common Stock and was declared effective by the Securities and Exchange Commission on April 4, 2019. The Issuer’s obligation to maintain the effectiveness of the 2019 Registration Statement lasted until the second anniversary of the closing of the 2019 Private Placement, and in May 2021 the Issuer deregistered all

of the unsold securities subject to the 2019 Registration Statement. The foregoing description of the terms of the 2019 Registration Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the 2019 Registration Rights Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein.

In connection with the 2021 Private Placement, the Issuer has entered into a registration rights agreement (the “2021 Registration Rights Agreement”) with the investors in the 2021 Private Placement. Under the 2021 Registration Rights Agreement, the Issuer is required to register the resale of the Shares and the Common Stock issuable upon exercise of the Prefunded Warrants issued in the 2021 Private Placement. The Issuer is required to prepare and file a registration statement (the “2021 Registration Statement”) with the Securities and Exchange Commission by November 15, 2021 (the “Filing Deadline”), and to use commercially reasonable efforts to have the registration statement declared effective within 25 days of the Filing Deadline if there is no review by the Securities and Exchange Commission, and within 90 days of the Filing Deadline in the event of such review. The foregoing description of the terms of the 2021 Registration Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the 2021 Registration Rights Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein.

Board Representation

Under the Securities Purchase Agreement, as long as funds affiliated with the Fund beneficially own 8% or more in the aggregate of the issued and outstanding Common Stock (excluding any shares of Common Stock issuable upon the exercise of the remaining, unexercised portion of warrants held by the Fund), the Fund is entitled to nominate one member of the Issuer’s Board (the “Decheng Director”), and the Issuer will take all necessary actions to nominate such director at each meeting of stockholders where such nominee is up for re-election. The initial Decheng Director is Dr. Cui. The foregoing description of the board representation rights contained in the Securities Purchase Agreement is intended as a summary only and is qualified in its entirety by reference to the Securities Purchase Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein.

Lock-Up Agreements

In connection with the 2020 Private Placement, each of the Fund and Dr. Cui entered into a lock-up agreement, pursuant to which each agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to the Shares, until 90 days following the date of the 2020 Purchase Agreement (the “2020 Lock-Up Agreements”). In connection with the 2021 Private Placement, Dr. Cui entered into a lock-up agreement, pursuant to which he agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to the Shares, until 60 days following the date of the 2021 Purchase Agreement (the “2021 Lock-Up Agreement” and, together with the 2020 Lock-Up Agreements, the “Lock-Up Agreements”). The foregoing description of the Lock-Up Agreements is intended as a summary only and is qualified in its entirety by reference to the forms of Lock-Up Agreement, which are filed as an exhibit to this Schedule 13D and incorporated herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 21, 2021